] Shares Performance Food Group Company Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2015 • Performance Food Group Co • Wholesale-groceries, general line • New York
FORM OF AMENDED AND RESTATED ADVISORY FEE AGREEMENTAdvisory Fee Agreement • August 5th, 2015 • Performance Food Group Co • Wholesale-groceries, general line • New York
This AMENDED AND RESTATED ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of [ ], 2015 and is between Performance Food Group Company (formerly known as Wellspring Distribution Corp.), a Delaware corporation (together with its successors, the “Company”), on the one hand, and each of Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group L.P. (“Blackstone”), and Wellspring Capital Management, LLC, a Delaware limited liability company (“WCM”, and together with BMP, the “Advisors”), on the other hand. This Agreement amends and restates in its entirety the Transaction and Advisory Fee Agreement, dated as of July 20, 2007 (as amended and restated prior to the date hereof) between the parties hereto.
